Guam § 141112 - Powers Upon Liquidation.

§ 141112. Powers Upon Liquidation.

In liquidating the affairs of an association, the commissioner shall

have power to collect all moneys due to, and claims of, such association

and to give full receipt therefor; to release or reconvey all real or

personal property pledged, hypothecated or transferred in trust as

security for loans; to approve and pay all just and equitable claims;

provided, that shares shall participate ratably with investment certificates

in the case of any association in which shareholders shall have heretofore

been granted the right and option by the association to exchange their

shares for investment certificates of equal value; to commence and

prosecute all actions and proceedings necessary to enforce liquidation;

and on the order of the District Court of Guam, given and made after a

hearing on such notice as the court shall prescribe, to compound bad or

doubtful debts or claims or to borrow money, or to sell, convey or

transfer real or personal property. For the purpose of executing and

performing any of the powers and duties hereby conferred upon him, the

commissioner may in the name of such association or in his own name

prosecute and defend any and all suite and other legal proceedings and

may in the name of such association or in his own name as commissioner

execute, acknowledge and deliver any and all deeds, assignments,

releases, requests for reconveyance, and other instruments necessary and

proper to effectuate any sale of real or personal property or other

transaction in connection with the liquidation of such association; and

any deed, assignment, release, request for reconveyance or other

instrument executed pursuant to the authority hereby given shall be valid

and effectual for all purposes as though the same had been executed by

the officers of such association by authority of its board of directors.

Upon determining to liquidate an association, the commissioner

shall cause an inventory of all the assets of such association to be made

in duplicate, the original to be filed with the court and the duplicate in

the office of the commissioner. He shall cause notice to be given by

publication once a week for four successive weeks in a newspaper of

COL120106

11 GCAFINANCE & TAXATION

general circulation in the territory to all persons having claims against it

as creditors or investors or otherwise, to present and file same and make

legal proof thereof at a place and within a time to be designated in such

publication, which time shall be not less than six months after such first

publication; and Within 10 days after such first publication he shall cause

a copy of such notice to be mailed to all persons whose names appear of

record upon its books as creditors or investors; and upon the expiration

of the time fixed for the presentation of claims, the commissioner shall

prepare or cause to be prepared in duplicate a full and complete schedule

of all claims presented, specifying by classes those that have been

approved and those that have been disapproved and shall file the original

with the court and the duplicate in the office of the commissioner. Not

later than five days after the time of filing such schedule with the court,

written notice shall be mailed to all claimants whose claims have been

rejected. Action to enforce the payment of or to establish any rejected

claim must be brought and service had within four months from and after

the date of filing of the schedule of claims with the proper court;

otherwise all such actions shall be forever barred. All claims, demands or

causes of action of whatever nature, and regardless of whether or not a

suit shall be pending to enforce the same at the time of the taking

possession of the assets of the association by the commissioner, of

creditors, and persons other than investors against the association or

against any property owned or held by it in trust or otherwise, must be

presented to the commissioner in writing, verified by the claimant, or his

agent within the period limited in the above mentioned notice for the

presentation of claims; and the commissioner shall have no power to

approve any claim not so presented, and any such claim, demand or

cause of action not so presented shall be forever barred. Any investor,

without presenting a claim, shall be entitled, as to any dividends in

liquidation hereafter declared, to share in such dividends to the extent,

and in the proper relative order of priority, of any claim shown by the

books of the association to exist in his favor against the association.

Claims of holders of investment certificates and of shares may bear,

interest, from the date when interest or dividends were last paid or

credited on such certificates or shares, at the rate or rates of return on

investment certificates and shares as determined from time to time by the

commissioner. Claims of other creditors shall bear interest at the rate

provided by law on judgments from the date the commissioner takes

possession of the business, property and assets of the association.

COL120106

11 GCAFINANCE & TAXATION

The commissioner may under his hand and official seal appoint one

more special deputies to assist in the duties of liquidation and

distribution under his direction and may also employ such special legal

counsel, accountants and assistants as may be needful and requisite and

fix the salaries and compensation to be allowed and paid to each. All

such salaries and compensation with such other reasonable and necessary

expenses as may be incurred in the liquidation shall be paid by the

commissioner from the funds of such association in his hands. Such

expenses shall include, among other things, that part of the salary of the

commissioner and of his deputies, examiners accountants, appraisers and

other assistants, and that part of the general expenses of the

commissioner’s office as shall fairly represent, in the opinion of the

Commissioner, the proportion thereof properly attributable to such

liquidation. From the net realization of assets in excess of such salaries,

compensation and expenses, the commissioner shall first pay all claims

heretofore or hereafter approved by him in the sum of less than ten

dollars ($10), other than the claims of shareholders or stockholders, and

other than the claims of certificate holders or other creditors who shall

object in writing to such payment. Such claims of less than ten dollars

($10) shall be paid at their surrender value as estimated by the

commissioner and fixed and determined by the court on the same basis as

claims are received in payment of real property as provided for by

Section 141113, and all such claims shall thereupon be canceled. The

Commissioner shall then pay all claims approved in the sum of ten

dollars ($10) or more, other than the claims of shareholders and

stockholders, without distinction or preference as between the claims of

certificate holders and other creditors except as hereinabove provided as

to the respective rates of interest thereon; and thereafter he shall

distribute and pay dividends in liquidation first to the shareholders until

their claims are fully paid or such assets or funds are exhausted, and

second, if any such assets or funds remain, to the stockholders until such

assets or funds are exhausted; provided, however, that payments in

liquidation shall be made to certificate holders or shareholders as

hereinabove provided without reference to whether or not notice of

intention to withdraw may have been filed or matured or the order in

which any such notice may have been filed or matured; provided, further,

notwithstanding anything to the contrary herein contained, in the case of

any association in which shareholders shall have heretofore been granted

the right and option by the association to exchange their share for

COL120106

11 GCAFINANCE & TAXATION

investment certificates of equal value he shall distribute and pay

dividends in liquidation to such shareholders without distinction or

preference as between the claims of such shareholders and the claims of

certificate holders and other creditors. Such distributions shall be made

as funds are available therefor to the extent of 10 percent or more of the

approved claims of the class of claimants then entitled to distribution,

and shall continue until all the assets have been realized upon and a final

dividend in liquidation shall be declared and paid. Where the

commissioner shall have taken possession of an association and

commenced paying dividends in liquidation prior to the effective date of

this section, as amended, he shall nevertheless pay the claims of

certificate holders or other creditors approved in the original sum of less

than ten dollars ($10), as hereinabove provided for, before paying other

dividends in liquidation to those claimants whose claims were originally

approved in the sum of ten dollars ($10) or more. Upon the payment of a

final dividend in liquidation, the commissioner shall prepare and file

with the court a full and final statement of the liquidation, including a

summary of the receipts and disbursements, and a duplicate thereof shall

be filed in the office of the commissioner and after due hearing and

approval by the court, the liquidation shall be deemed to be closed.

The determination by the commissioner to liquidate any association,

evidenced by filing written notice of such determination with the court,

shall operate to stay or dissolve any or all actions or attachments

instituted or levied within 30 days next preceding the taking of

possession of such association by the commissioner, and pending the

process of liquidation as herein provided no attachment or execution

shall be levied or lien created upon any of the property of such

association.

Whenever the commissioner shall have fully liquidated all claims

other than claims of stockholders, and shall have made due provision for

any and all known but unclaimed liabilities, excepting claims of

stockholders, and shall have paid all expenses of liquidation, then upon

the written request of the holders of a majority of the stock of such

association any surplus that may then remain in his hands, together with

all the records and effects, shall be delivered to the association or its

trustees, and thereafter such association or its trustees shall have title

thereto free from any claim of the commissioner.